Authority; Organization Clause Samples

Authority; Organization. Such Investor has full power and authority (and, if such Investor is an individual, the capacity) to enter into this Agreement and to perform all obligations required to be performed by it hereunder. If an entity, Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of such Investor. Each Transaction Document to which it is a party has been duly executed by such Investor, and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Investor, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authority; Organization. The Lender has full power and authority to enter into this Agreement and to perform all obligations required to be performed by it hereunder. The Lender is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Lender of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Lender. Each Transaction Document to which it is a party has been duly executed by the Lender, and when delivered by the Lender in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Lender, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authority; Organization. The Investor has full power and authority to enter into this Agreement and to perform all obligations required to be performed by it hereunder. If an entity, The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Investor. Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Investor, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authority; Organization. Such Supporting Shareholder (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, whether by ownership or by proxy, in each case, with respect to such Supporting Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Supporting Shareholder’s Covered Shares that is inconsistent with such Supporting Shareholder’s obligations pursuant to this Agreement, (iii) has not granted any proxy or power of attorney with respect to any of such Supporting Shareholder’s Covered Shares that is inconsistent with such Supporting Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent such Supporting Shareholder from satisfying, its, her or his obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. Such Supporting Shareholder affirms that (i) if such Supporting Shareholder is a natural person, he or she has all the requisite capacity, right, power and authority and has taken all actions necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transaction contemplated hereby, and the signature on this Agreement is genuine, and (ii) if such Supporting Shareholder is not a natural person, such Supporting Shareholder (A) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization or formation, and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Supporting Shareholder, and constitutes a legally valid and binding agreement of such Supporting Shareholder, enforceable against such Supporting Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting cr...

Authority; Organization. Seller hereby represents and warrants to Buyer that (i) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action required on the part of Seller and no other proceedings on the part of Seller are necessary to authorize this Agreement to which it is a party or to consummate the transactions contemplated hereby, (ii) this Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and (iii) Seller is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was formed.

Authority; Organization. 6.1.1. Purchaser is a limited partnership, duly formed, validly existing and in good standing under the laws of the State of Maryland and authorized to do business in the Commonwealth of Massachusetts. This Agreement has been duly authorized, executed and delivered by Purchaser, and, assuming due authorization execution and delivery hereof by the other parties hereto, is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with it terms, and does not violate any provision of any judicial order or material agreement to which Purchaser is a party or to which Purchaser is subject. All of the Closing Documents to be executed by Purchaser will, at the time of Closing, be duly authorized, executed and delivered by Purchaser, be legal, valid and binding obligations of Purchaser, and will not violate any provision of any judicial order or material agreement to which Purchaser is a party or to which Purchaser is subject. The individuals executing this Agreement and all of the other Closing Documents on behalf of Purchaser are and shall be duly authorized to sign the same on Purchaser’s behalf and to bind Purchaser thereto. 6.1.2. Purchaser has full corporate power and authority and possesses all permits necessary to enable it to own, lease or otherwise hold the properties and assets it will acquire hereunder.

Authority; Organization. Such Investor is not a resident of the Province of British Columbia. Such Investor has full power and authority (and, if such Investor is an individual, the capacity) to enter into this Agreement and to perform all obligations required to be performed by it hereunder. If an entity, Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of such Investor. Each Transaction Document to which it is a party has been duly executed by such Investor, and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Investor, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authority; Organization. Such Seller has all requisite corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement and the other Transaction Documents to which such Seller is or will be a party, to perform such Seller’s obligations hereunder and thereunder (including all right, power, capacity and authority to sell, transfer and convey the Equity Interests held by such Seller, as provided by this Agreement, subject only to applicable federal and state securities Laws) and to consummate the transactions contemplated by this Agreement and each such Transaction Document. The execution and delivery of this Agreement and each of the other Transaction Documents to which such Seller is or will be a party, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company action, as the case may be, on the part of such Seller and no other action or proceedings, including, as applicable, any corporate or limited liability company action or proceedings, on the part of such Seller are necessary to approve this Agreement or any of the other Transaction Documents to which such Seller is a party or to consummate the transactions contemplated hereby and thereby.

Authority; Organization. (a) Each of the Andes Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) Each of the Andes Parties has all requisite power and authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement. The execution and delivery by each of the Andes Parties of this Agreement and the consummation by each of the Andes Parties of the transactions contemplated by this Agreement have been duly authorized by all necessary action of the applicable Andes Party; (c) This Agreement has been duly and validly executed and delivered by each of the Andes Parties, and constitutes a valid and binding agreement of each of the Andes Parties, enforceable against each of the Andes Parties, in accordance with its terms; (d) The execution and delivery of this Agreement by the Andes Parties does not, and the consummation of the transactions contemplated by this Agreement will not, (i) violate or conflict with the organizational documents or any material agreement of the Andes Parties or (ii) violate any law, regulation, order, judgment or decree of any Governmental Entity applicable to the Andes Parties; and (e) All of the directors, stockholders and subsidiaries of Andes are listed as signatories on the Andes Release (other than A▇▇▇▇▇).